Dow Announces Proposed Offering of Senior Notes

MIDLAND, Mich.–(BUSINESS WIRE)–The Dow Chemical Company (“TDCC”), a wholly owned subsidiary of Dow Inc.
(NYSE: DOW), announced today that it intends to offer, subject to market
and other conditions, senior unsecured notes in a private placement.

The company intends to use the net proceeds primarily to fund the
redemption of existing notes and/or repay indebtedness, including full
redemption of TDCC’s 4.25% Notes due November 15, 2020 (the “2020
Notes”), of which approximately $1.5 billion is outstanding, and up to
$500 million of the outstanding $2.5 billion principal balance under the
Dow Silicones Term Loan. This does not constitute a notice of redemption
for the 2020 Notes.

“The current interest rate environment provides us with a window to
opportunistically manage and extend our debt maturity profile,” said
Howard Ungerleider, president and chief financial officer of Dow. “While
we expect this offering to be net neutral to our financial debt, it is a
prudent step to maintaining a strong and flexible capital structure
across the economic cycle.”

The notes have not been registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”) or the securities laws of any
other jurisdiction. Unless they are registered, the notes may be offered
only in transactions that are exempt from registration under the
Securities Act and the securities laws of any other applicable
jurisdiction. The notes are being offered only to qualified
institutional buyers under Rule 144A of the Securities Act and to
non-U.S. persons outside the United States in reliance on Regulation S
under the Securities Act.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any of
the notes in any jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

About Dow

Dow (NYSE: DOW) combines one of the broadest technology sets in the
industry with asset integration, focused innovation and global scale to
achieve profitable growth and become the most innovative, customer
centric, inclusive and sustainable materials science company. Dow’s
portfolio of performance materials, industrial intermediates and
plastics businesses delivers a broad range of differentiated
science-based products and solutions for our customers in high-growth
segments, such as packaging, infrastructure and consumer care. Dow
operates 113 manufacturing sites in 31 countries and employs
approximately 37,000 people. Dow delivered pro forma sales of
approximately $50 billion in 2018. References to Dow means Dow Inc. and
its subsidiaries. For more information, please visit www.dow.com
or follow @DowNewsroom on Twitter.

Cautionary Statement about Forward-Looking Statements

This press release contains “forward-looking statements” within the
meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. In this context, forward-looking
statements often address expected future business and financial
performance, financial condition, and other matters, and often contain
words such as “believe,” “expect,” “anticipate,” “project,” “estimate,”
“intend,” “may,” “opportunity,” “outlook,” “plan,” “seek,” “should,”
“strategy,” “will,” “will be,” “will continue,” “will likely result,”
“would,” “target” and similar expressions, and variations or negatives
of these words. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the
forward-looking statements.

Forward-looking statements include, but are not limited to, expectations
as to future sales of Dow’s products; the ability to protect Dow’s
intellectual property in the United States and abroad; estimates
regarding Dow’s capital requirements and need for and availability of
financing; estimates of Dow’s expenses, future revenues and
profitability; estimates of the size of the markets for Dow’s products
and services and Dow’s ability to compete in such markets; expectations
related to the rate and degree of market acceptance of Dow’s products;
the outcome of certain Dow contingencies, such as litigation and
environmental matters; estimates of the success of competing
technologies that may become available and expectations regarding the
benefits and costs associated with each of the foregoing.

Forward-looking statements by their nature address matters that are, to
different degrees, uncertain. Forward-looking statements are based on
certain assumptions and expectations of future events which may not be
realized and speak only as of the date the statements were made. In
addition, forward-looking statements also involve risks, uncertainties
and other factors that are beyond Dow’s control that could cause Dow’s
actual results to differ materially from those projected, anticipated or
implied in the forward-looking statements. These factors include, but
are not limited to: fluctuations in energy and raw material prices;
failure to develop and market new products and optimally manage product
life cycles; significant litigation and environmental matters; failure
to appropriately manage process safety and product stewardship issues;
changes in laws and regulations or political conditions; global economic
and capital markets conditions, such as inflation, market uncertainty,
interest and currency exchange rates, and equity and commodity prices;
business or supply disruptions; security threats, such as acts of
sabotage, terrorism or war, weather events and natural disasters;
ability to protect, defend and enforce Dow’s intellectual property
rights; increased competition; changes in relationships with Dow’s
significant customers and suppliers; unanticipated expenses such as
litigation or legal settlement expenses; unanticipated business
disruptions; Dow’s ability to predict, identify and interpret changes in
consumer preferences and demand; Dow’s ability to realize the expected
benefits of the business separations; Dow’s ability to complete proposed
divestitures or acquisitions; Dow’s ability to realize the expected
benefits of acquisitions if they are completed; the availability of
financing to Dow in the future and the terms and conditions of such
financing; and disruptions in Dow’s information technology networks and
systems. Additionally, there may be other risks and uncertainties that
Dow is unable to identify at this time or that Dow does not currently
expect to have a material impact on its business.

Risks related to achieving the anticipated benefits of our separation
from DowDuPont Inc. include, but are not limited to, a number of
conditions including risks outside the control of Dow including risks
related to (i) our inability to achieve some or all of the benefits that
we expect to receive from the separations, (ii) certain tax risks
associated with the separations and distributions, (iii) our inability
to make necessary changes to operate as a stand-alone company following
the separations and distributions, (iv) the failure of our pro forma
financial information to be a reliable indicator of our future results,
(v) our inability to enjoy the same benefits of diversity, leverage and
market reputation that we enjoyed as a combined company, (vi)
restrictions under the intellectual property cross-license agreements,
(vii) our inability to receive third-party consents required under the
separation agreement, (viii) our customers, suppliers and others’
perception of our financial stability on a stand-alone basis, (ix)
non-compete restrictions under the separation agreement, (x) receipt of
less favorable terms in the commercial agreements we will enter into
with DuPont and Corteva than we would have received from an unaffiliated
third party and (xi) our indemnification of DuPont and/or Corteva for
certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to
future results or events is expressed, such expectation or belief is
based on the current plans and expectations of management and expressed
in good faith and believed to have a reasonable basis, but there can be
no assurance that the expectation or belief will result or be achieved
or accomplished. For a more detailed discussion of Dow’s risks and
uncertainties, see the “Risk Factors” contained in the joint Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019, filed with the
Securities and Exchange Commission by Dow and TDCC. Dow and TDCC assume
no obligation to publicly provide revisions or updates to any
forward-looking statements whether as a result of new information,
future developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.